-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NX1544gL+wRHNQlwN+r0szeQo5DXtj4fs+7WxeufSFJEcYyFiklobkDoPIG1kNsy 90bdw+fNjzjcSyoE8MHpSg== 0001104659-08-078040.txt : 20081223 0001104659-08-078040.hdr.sgml : 20081223 20081223071653 ACCESSION NUMBER: 0001104659-08-078040 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081223 DATE AS OF CHANGE: 20081223 GROUP MEMBERS: ALPHA CAPITAL ANSTALT GROUP MEMBERS: ANTHONY GIAMMALVA GROUP MEMBERS: CHESTNUT RIDGE CAPITAL, LLC GROUP MEMBERS: CHESTNUT RIDGE PARTNERS, LP GROUP MEMBERS: CHEYNE CAPITAL MANAGEMENT (UK) LLP GROUP MEMBERS: CHEYNE GENERAL PARTNER INC GROUP MEMBERS: DD GROWTH PREMIUM MASTER FUND GROUP MEMBERS: DYNAMIC DECISIONS CAPITAL MANAGEMENT LTD. GROUP MEMBERS: HOLLAND PARK EMERGING MARKETS FUND GROUP MEMBERS: KRISTOFFER ANDENAES GROUP MEMBERS: LIONHART INVESTMENTS LIMITED GROUP MEMBERS: PARAGON CAPITAL ADVISORS LLC GROUP MEMBERS: PARAGON CAPITAL LP GROUP MEMBERS: PHOTON GLOBAL LTD. GROUP MEMBERS: SOFAER CAPITAL ASIAN HEDGE FUND GROUP MEMBERS: SOFAER CAPITAL EMERGING MARKETS HEDGE FUND GROUP MEMBERS: SOFAER CAPITAL INC GROUP MEMBERS: SOFAER CAPITAL NATURAL RESOURCES HEDGE FUND FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SOFAER CAPITAL NATURAL RESOURCES HEDGE FUND CENTRAL INDEX KEY: 0001350469 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O SOFAER CAPITAL INC STREET 2: PO BOX 71 CRAIGMUIR CHAMBERS ROAD CITY: TORTOLA STATE: D8 ZIP: 00000 MAIL ADDRESS: STREET 1: C/O SOFAER CAPITAL INC STREET 2: PO BOX 71 CRAIGMUIR CHAMBERS ROAD CITY: TORTOLA STATE: D8 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TERRA NOSTRA RESOURCES CORP. CENTRAL INDEX KEY: 0001167370 STANDARD INDUSTRIAL CLASSIFICATION: PRIMARY SMELTING & REFINING OF NONFERROUS METALS [3330] IRS NUMBER: 860875500 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78332 FILM NUMBER: 081265512 BUSINESS ADDRESS: STREET 1: 790 E. COLORADO, 9TH FLOOR CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 626-796-0088 MAIL ADDRESS: STREET 1: 790 E. COLORADO, 9TH FLOOR CITY: PASADENA STATE: CA ZIP: 91101 FORMER COMPANY: FORMER CONFORMED NAME: TERRA NOSTRA TECHNOLOGY LTD DATE OF NAME CHANGE: 20030425 FORMER COMPANY: FORMER CONFORMED NAME: TERRA NOSTRA RESOURCES LTD DATE OF NAME CHANGE: 20020213 SC 13D/A 1 a08-30969_1sc13da.htm SC 13D/A

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Terra Nostra Resources Corp.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

88101C 106

(CUSIP Number)

Andrew Graham

Sofaer Global Research (UK) Limited

9 Upper Belgrave Street

London SW1X 8BD

United Kingdom

+44 20 7259 4458

With a copy to:

Kristian E. Wiggert

Morrison & Foerster (UK) LLP

CityPoint

One Ropemaker Street

London EC2Y 9AW

United Kingdom

+44 20 7920 4000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 15, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (e), 13d-1(f) or 13d-1 (g), check the following box. o

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 88101C 106

	1.	Names of Reporting Persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Paragon Capital LP

	2.	Check the Appropriate Box if a Member of a Group*
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds* WC

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 221,538

			8.	Shared Voting Power 51,145,045

			9.	Sole Dispositive Power 221,538

			10.	Shared Dispositive Power 51,145,045

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 51,366,584

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13.	Percent of Class Represented by Amount in Row (11) 60.1%

	14.	Type of Reporting Person* PN

CUSIP No. 88101C 106

	1.	Names of Reporting Persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Paragon Capital Advisors LLC

	2.	Check the Appropriate Box if a Member of a Group*
		(a)			x
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds* WC

	5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 221,538

			8.	Shared Voting Power 51,145,045

			9.	Sole Dispositive Power 221,538

			10.	Shared Dispositive Power 51,145,045

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 51,366,584

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares* o

	13.	Percent of Class Represented by Amount in Row (11) 60.1%

	14.	Type of Reporting Person* OO

This Amendment No. 4 (the “Amendment”) amends and supplements the original Statement on Schedule 13D as amended and restated on November 12, 2008 and further amended on November 28, 2008 by the Reporting Persons relating to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Terra Nostra Resources Corp. (the “Issuer”). This Amendment is being filed to add Paragon Capital LP and Paragon Capital Advisors LLC as Reporting Persons and to reflect an order for the appointment of a trustee under Chapter 11 of the Bankruptcy Code.

SCHEDULE 13D

Item 1.	Security and Issuer.
	No material change.

Item 2.	Identity and Background.
	Item 2 is hereby amended and restated as follows:

	(a), (b), (c) and (f) This Statement is filed by each of the following persons (the “Reporting Persons”):

(i)	Sofaer Capital Natural Resources Hedge Fund, a Cayman Islands mutual trust (“SCNRF”);

(ii)	Sofaer Capital Asian Hedge Fund, a Cayman Islands mutual trust (“SCAF”);

(iii)	Sofaer Capital Emerging Markets Hedge Fund, a Cayman Islands mutual trust (“SCEMF”);

(iv)	Sofaer Capital Inc., a British Virgin Islands company (“Sofaer”) and an affiliate of SCNRF, SCAF and SCEMF (together with Sofaer, the “Sofaer Parties”);

(v)	Cheyne Capital Management (UK) LLP, a limited liability partnership incorporated under the laws of England and Wales (“Cheyne LP”);

(vi)	Cheyne General Partner Inc., a Cayman Islands corporation (“Cheyne GP”) and an affiliate of Cheyne LP (together the “Cheyne Parties”);

(vii)	Kristoffer Andenaes;

(viii)	Anthony Giammalva;

(ix)	Holland Park Emerging Markets Fund—In Voluntary Liquidation (“Holland Park Fund”);

(x)	Alpha Capital Anstalt (“Alpha Capital”);

(xi)	Photon Global Ltd. (“Photon”);

(xii)	Lionhart Investments Limited, a private limited company incorporated under the laws of England and Wales (“Lionhart” and together with Photon the “Lionhart Parties”);

(xiii)	Dynamic Decisions Capital Management Ltd.;

(xiv)	DD Growth Premium Master Fund;

(xv)	Chestnut Ridge Partners, LP, a Delaware limited partnership;

(xvi)	Chestnut Ridge Capital, LLC, a Delaware limited liability company;

(xvii)	Paragon Capital LP, a Delaware limited partnership; and

(xviii)	Paragon Capital Advisors LLC, a Delaware limited liability company.

The place of organization, the principal business, the address of its principal business and the address of the principal office of each Reporting Person is set forth on Schedule A. The name, business address, present principal occupation or employment, the name, principal business and address of such employer and citizenship of each person enumerated in Instruction C to Schedule 13D with respect to the Reporting Persons are also set forth on Schedule A (collectively, the “Named Individuals”).

(d) and (e) During the last five years, none of the Reporting Persons or, to the best of their knowledge, any of the Named Individuals, have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

Item 3.	Source and Amount of Funds or Other Consideration.
	The first paragraph of Item 3 is hereby amended as follows:
The Reporting Persons entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Issuer pursuant to which they were issued 10% Senior Secured Convertible Notes of the Issuer (the “Notes”) and warrants to purchase Issuer common stock (the “Warrants”) on August 28, 2007, October 19, 2007, November 21, 2007 and December 28, 2007, respectively. The Notes issued on August 28, 2007 and October 19, 2007 are convertible into shares of the Issuer’s Common Stock at a conversion price of $1.75 (although the conversion price for $500,000 of Notes held by Alpha Capital was subsequently reduced to $1.00), and each of the Warrants issued on August 28, 2007 and October 19, 2007 has an exercise price of $1.75. The Notes issued on November 21, 2007 and December 28, 2007 are generally convertible into shares of the Issuer’s Common Stock at a conversion price of $3.25, and the Warrants issued on November 21, 2007 and December 28, 2007 generally have an exercise price of $3.25. The Reporting Persons currently hold $23,470,165 in aggregate principal amount of the Notes and Warrants to purchase 8,999,459 shares of the Issuer’s Common Stock ($2,000,000 of such Notes and 914,286 of such Warrants having been issued on August 28, 2007, $3,000,000 of such Notes and 2,514,285 of such Warrants having been issued on October 19, 2007, $14,170,165 of such Notes and 4,512,427 of such Warrants having been issued on November 21, 2007, and $4,300,000 of such Notes and 1,058,462 of such Warrants having been issued on December 28, 2007). The Reporting Persons purchased such Notes and Warrants for $23,470,165 using

working capital and personal funds. The Cheyne Parties also purchased 5,235,947 shares of Common Stock for approximately $25 million using working capital funds.

Item 4.	Purpose of Transaction.
	Item 4 is hereby amended to add the following information:
On December 18, 2008, upon a motion by the Reporting Persons, the United States Bankruptcy Court for the Southern District of New York entered an order directing the appointment of a Chapter 11 trustee in the case of In re Terra Nostra Resources Corp. (Case No. 08-14708).

Item 5.	Interest in Securities of the Issuer.
	Item 5 is hereby amended as follows:

(a) The responses set forth on each of the cover pages with respect to the Reporting Persons are hereby incorporated by reference herein. As a group, the Reporting Persons may be deemed to currently beneficially own 51,366,584 shares of Common Stock (27,096,138 shares of which consist of the Collateral Shares, 19,034,499 shares of which may be acquired pursuant to conversion of the Notes and exercise of the Warrants, and 5,235,947 shares of which are held by the Cheyne Parties), or 60.1% of the Issuer’s Common Stock, based on 66,383,315 shares of Common Stock of the Issuer outstanding as of September 22, 2008 and assuming conversion of the Notes and exercise of the Warrants beneficially owned by the Reporting Persons.

(b) — (e) No material change.


Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
	No material change.

Item 7.

Material to be Filed as Exhibits.

Exhibit No.

Exhibit 1		Joint Filing Agreement and Power of Attorney dated as of September 22, 2008 by and among the Reporting Persons.

Exhibit 2		Form of Securities Purchase Agreement between the Issuer and the holders of the Notes (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on September 5, 2007).

Exhibit 3		Form of 10% Senior Secured Convertible Promissory Note of Terra Nostra Resources Corp. (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K filed on September 5, 2007).

Exhibit 4		Form of Pledge Agreement by and among Sun Liu James Po, as Pledgor, the holders of the Notes and Wollmuth Maher & Deutsch LLP, as Collateral Agent (incorporated by reference to Exhibit 10.3 of the Issuer’s Current Report on Form 8-K filed on September 5, 2007).

Exhibit 5		Form of Warrant issued by the Issuer to holders of the Notes (incorporated by reference to Exhibit 10.4 of the Issuer’s Current Report on Form 8-K filed on September 5, 2007).

Exhibit 6		Form of Registration Rights Agreement by and between the Issuer and the holders of the Notes (incorporated by reference to Exhibit 10.5 of the Issuer’s Current Report on Form 8-K filed on September 5, 2007).

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

December 22, 2008

SOFAER CAPITAL NATURAL RESOURCES HEDGE FUND

By:		/s/ Andrew Graham
Name: Andrew Graham
Title: Attorney-in-Fact


SOFAER CAPITAL INC.

By:		/s/ Andrew Graham
Name: Andrew Graham
Title: Attorney-in-Fact


SOFAER CAPITAL ASIAN HEDGE FUND

By:	/s/ Andrew Graham
Name: Andrew Graham
Title: Attorney-in-Fact


SOFAER CAPITAL EMERGING MARKETS HEDGE FUND

By:		/s/ Andrew Graham
Name: Andrew Graham
Title: Attorney-in-Fact


CHEYNE CAPITAL MANAGEMENT (UK) LLP

By:	/s/ Andrew Graham
Name: Andrew Graham
Title: Attorney-in-Fact


CHEYNE GENERAL PARTNER INC.

By:	/s/ Andrew Graham
Name: Andrew Graham
Title: Attorney-in-Fact

	KRISTOFFER ANDENAES

	By:	/s/ Andrew Graham
	Name: Andrew Graham
	Title: Attorney-in-Fact


	ANTHONY GIAMMALVA

	By:	/s/ Andrew Graham
	Name: Andrew Graham
	Title: Attorney-in-Fact


	HOLLAND PARK EMERGING MARKETS FUND

	By:	/s/ Andrew Graham
	Name: Andrew Graham
	Title: Attorney-in-Fact


	ALPHA CAPITAL ANSTALT

	By:	/s/ Andrew Graham
	Name: Andrew Graham
	Title: Attorney-in-Fact


	LIONHART INVESTMENTS LTD.

	By:	/s/ Andrew Graham
	Name: Andrew Graham
	Title: Attorney-in-Fact


	PHOTON GLOBAL LTD.

	By:	/s/ Andrew Graham
	Name: Andrew Graham
	Title: Attorney-in-Fact


	DYNAMIC DECISIONS CAPITAL MANAGEMENT LTD

	By:	/s/ Andrew Graham
	Name: Andrew Graham
	Title: Attorney-in-Fact

	DD GROWTH PREMIUM MASTER FUND

	By:	/s/ Andrew Graham
	Name: Andrew Graham
	Title: Attorney-in-Fact


	CHESTNUT RIDGE PARTNERS, LP

	By:	/s/ Andrew Graham
	Name: Andrew Graham
	Title: Attorney-in-Fact


	CHESTNUT RIDGE CAPITAL, LLC

	By:	/s/ Andrew Graham
	Name: Andrew Graham
	Title: Attorney-in-Fact


	PARAGON CAPITAL LP

	By:	/s/ Alan P. Donenfeld
	Name: Alan P. Donenfeld
	Title: Sole Member of General Partner


	PARAGON CAPITAL ADVISORS LLC

	By:	/s/ Alan P. Donenfeld
	Name: Alan P. Donenfeld
	Title: Sole Member

Schedule A

Identity and Background of the Reporting Persons and Named Individuals

Schedule A is hereby amended to add the following additional information required by Item 2 of Schedule 13D with respect to the Reporting Persons and also with respect to the Named Individuals as specified in Instruction C to Schedule 13D.

Name	Jurisdiction of Organization or Citizenship	Principal Business or Present Principal Occupation or Employment	Address of Principal Business and Principal Office
Paragon Capital LP	Delaware	Buying and selling securities	110 East 59^th Street, 29^th fl. New York, NY 10022

Paragon Capital Advisors LLC	Delaware	Buying and selling securities; General Partner of Paragon Capital LP	110 East 59^th Street, 29^th fl. New York, NY 10022

Alan P. Donenfeld	USA	Sole Member of Paragon Capital Advisors LLC	110 East 59^th Street, 29^th fl. New York, NY 10022

EX-1 2 a08-30969_1ex1.htm EX-1

Exhibit 1

Joint Filer Agreement and Power of Attorney

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any amendments thereto) with respect to the common stock, par value $0.001 per share, of Terra Nostra Resources Corp., a Nevada corporation. The undersigned further consent and agree to the inclusion of this Agreement as an Exhibit to such Schedule 13D. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Each of the undersigned hereby irrevocably constitute and appoint Andrew Graham (the “Attorney-in-Fact”) as agent and attorney-in-fact, with full power of substitution, with respect to the power and authority on behalf of each of the undersigned to execute and file or cause to be executed or filed any documents required to be filed by Section 13 of the 1934 Act or to execute any documents in required in connection with such required documents as a result of or in connection with the securities to which the Statement on Schedule 13D relates.

IN WITNESS WHEREOF, the undersigned have executed this agreement as of the 22nd day of September 2008.

	SOFAER CAPITAL NATURAL RESOURCES HEDGE FUND

	By:	/s/ S. Frost
	Name: S. Frost
	Title: Investment Manager


	SOFAER CAPITAL INC.

	By:	/s/ Winnie Leung
	Name: Winnie Leung
	Title: Authorized Signatory


	By:	/s/ Binnie Lau
	Name: Binnie Lau
	Title: Authorized Signatory


	SOFAER CAPITAL ASIAN HEDGE FUND

	By:	/s/ S. Frost
	Name: S. Frost
	Title: Investment Manager


	SOFAER CAPITAL EMERGING MARKETS HEDGE FUND

	By:	/s/ S. Frost
	Name: S. Frost
	Title: Investment Manager


	CHEYNE CAPITAL MANAGEMENT (UK) LLP

	By:	/s/ Simon James
	Name: Simon James
	Title: Compliance Officer


	CHEYNE GENERAL PARTNER INC.

	By:	/s/ James E. Lieber
	Name: James E. Lieber
	Title: Director

	KRISTOFFER ANDENAES

	/s/ Kristoffer Andenaes


	ANTHONY GIAMMALVA

	/s/ Anthony Giammalva


	HOLLAND PARK EMERGING MARKETS FUND

	By:	/s/ Mohamed Abdel-Hadi
	Name: Mohamed Abdel-Hadi
	Title: Director


	ALPHA CAPITAL ANSTALT

	By:	/s/ Konrad Ackermann
	Name: Konrad Ackermann
	Title: Director


	LIONHART INVESTMENTS LTD.

	By:	/s/ Neill M. Ebers
	Name: Neill M. Ebers
	Title: Director


	PHOTON GLOBAL LTD.

	By:	/s/ Neill M. Ebers
	Name: Neill M. Ebers
	Title: Director

	DYNAMIC DECISIONS CAPITAL MANAGEMENT LTD

	By:	/s/ Marta Renzetti
	Name: Marta Renzetti
	Title: Director


	DD GROWTH PREMIUM MASTER FUND

	By:	/s/ Humphrey Polanen
	Name: Humphrey Polanen
	Title: Director


	CHESTNUT RIDGE PARTNERS, LP

	By:	/s/ Kenneth Holz
	Name: Kenneth Holz
	Title: Chief Financial Officer

	CHESTNUT RIDGE CAPITAL, LLC

	By:	/s/ Kenneth Holz
	Name: Kenneth Holz
	Title: Chief Financial Officer


	PARAGON CAPITAL LP

	By:	/s/ Alan P. Donenfeld
	Name: Alan P. Donenfeld
	Title: Sole Member of General Partner


	PARAGON CAPITAL ADVISORS LLC

	By:	/s/ Alan P. Donenfeld
	Name: Alan P. Donenfeld
	Title: Sole Member

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